Exhibit 4.3
AGREEMENT TO AMEND WARRANT
This Agreement is dated as of July 17, 2006, by and between ▇▇▇▇▇ Capital
Management, L.P. ("▇▇▇▇▇") and Alfacell Corporation (the "Company").
The undersigned hereby agree as follows:
1. In connection with the Securities Purchase Agreement (the "Purchase
Agreement") dated as of the date hereof by and among the Company and the
purchasers of securities (the "Purchasers") that are a party thereto (including
affiliates of ▇▇▇▇▇), the Company and ▇▇▇▇▇ have agreed to amend the terms of a
warrant to purchase 592,500 shares of the Company's common stock held by ▇▇▇▇▇
Capital Fund II and a warrant to purchase 592,500 shares of the Company's common
stock held by Europa International, Inc. (collectively, the "Original
Warrants").
2. Each of the Original Warrants shall be amended to reflect the following:
- The exercise price per share of Company common stock will be
reduced to $2.88 per share.
- The Warrant will not be exercisable until six months from the
Closing Date (as defined in the Purchase Agreement).
Otherwise, the terms of the Original Warrants shall remain the same.
3. On the Closing Date, The Company will issue new warrants to each of
▇▇▇▇▇ Capital Fund II and Europa International, Inc. to reflect the amended
terms (collectively, the "Amended Warrants"). ▇▇▇▇▇ shall return the Original
Warrants to the Company as soon as practicable and upon receipt, they will be
cancelled and destroyed. In the event ▇▇▇▇▇ does not return the Original
Warrants to the Company, they shall be deemed cancelled; and, provided further,
that whether or not the Original Warrants are returned, the books and records of
the Company shall be updated to reflect the cancellation of the Original
Warrants and the issuance of the Amended Warrants.
4. ▇▇▇▇▇ acknowledges that the terms of the Purchase Agreement and this
Agreement will be disclosed on a Form 8-K to be filed by the Company (the
"8-K"). ▇▇▇▇▇ consents to the disclosure of such terms, including the
identification of ▇▇▇▇▇ as a Purchaser in the 8-K.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
▇▇▇▇▇ CAPITAL MANAGEMENT, L.P.
By:
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Name:
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Its:
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AGREED AND ACCEPTED:
ALFACELL CORPORATION
By: /s/ Kuslima Shogen
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Name: Kuslima Shogen
Its: Chief Executive Officer
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